InsiderTrades

Form 4 for EVLV Evolv Technologies Holdings, Inc.

Accepted 2021-07-20 00:00:00 ET · period of report 2021-07-16 · accession 0001104659-21-094053 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X Filed Traded Ticker Insider Title Type Price Qty Owned ΔOwn Value
D 2021-07-20 2021-07-16 EVLV Chitkara Anil Founder, Head of Corp. Dev A - Grant — +1.10M 1.10M New —
DM 2021-07-20 2021-07-16 EVLV Chitkara Anil Founder, Head of Corp. Dev A - Grant — +2.24M 661.2K New —

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Class A Common Stock 2021-07-16 A A 1,096,086 — 1,096,086 D — — (F1) The Reporting Person acquired these securities on July 16, 2021 as consideration and in exchange for the Reporting Person's holdings in Evolv Technologies, Inc. ("Old Evolv") pursuant to an Agreement and Plan of Merger dated March 5, 2021, by and among Old Evolv, NewHold Investments Corp. (the predecessor to Issuer) and NHIC Sub Inc., as amended by that certain First Amendment to Agreement and Plan of Merger dated June 5, 2021 (as so amended, the "Merger Agreement").
2 Derivative Performance Rights 2021-07-16 A A 353,513 — 353,513 D — · — to — 353,513 Class A Common Stock (F1) The Reporting Person acquired these securities on July 16, 2021 as consideration and in exchange for the Reporting Person's holdings in Evolv Technologies, Inc. ("Old Evolv") pursuant to an Agreement and Plan of Merger dated March 5, 2021, by and among Old Evolv, NewHold Investments Corp. (the predecessor to Issuer) and NHIC Sub Inc., as amended by that certain First Amendment to Agreement and Plan of Merger dated June 5, 2021 (as so amended, the "Merger Agreement"). (F5) Each performance right represents a contingent right to receive one share of the Issuer's Class A common stock. Pursuant to an "Earn Out" provision in the Merger Agreement, the performance rights vest upon the Issuer's Class A Common stock achieving a specified price per share as follows: (i) 1/3 of the shares shall be issued if the closing sale price of Class A common stock equals or exceeds $12.50 per share for any period of 20 trading days out of 30 consecutive trading days prior to March 5, 2026; (ii) 1/3 of the shares shall be issued if the closing sale price of Class A common stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to March 5, 2026; and (iii) 1/3 of the shares shall be issued if the closing sale price of Class A common stock equals or exceeds $17.50 per share for any period of 20 trading days out of 30 consecutive trading days prior to March 5, 2026.
3 Derivative Stock Option (Right to Buy) 2021-07-16 A A 1,209,078 — 1,209,078 D $0.24 · — to 2027-09-13 1,209,078 Class A Common Stock (F1) The Reporting Person acquired these securities on July 16, 2021 as consideration and in exchange for the Reporting Person's holdings in Evolv Technologies, Inc. ("Old Evolv") pursuant to an Agreement and Plan of Merger dated March 5, 2021, by and among Old Evolv, NewHold Investments Corp. (the predecessor to Issuer) and NHIC Sub Inc., as amended by that certain First Amendment to Agreement and Plan of Merger dated June 5, 2021 (as so amended, the "Merger Agreement"). (F2) The option is fully vested and exercisable.
4 Derivative Stock Option (Right to Buy) 2021-07-16 A A 14,169 — 14,169 D $0.42 · — to 2030-08-17 14,169 Class A Common Stock (F1) The Reporting Person acquired these securities on July 16, 2021 as consideration and in exchange for the Reporting Person's holdings in Evolv Technologies, Inc. ("Old Evolv") pursuant to an Agreement and Plan of Merger dated March 5, 2021, by and among Old Evolv, NewHold Investments Corp. (the predecessor to Issuer) and NHIC Sub Inc., as amended by that certain First Amendment to Agreement and Plan of Merger dated June 5, 2021 (as so amended, the "Merger Agreement"). (F3) The option vests and becomes exercisable as to 25% on June 3, 2021 and will vest in 36 equal monthly installments thereafter.
5 Derivative Stock Option (Right to Buy) 2021-07-16 A A 661,214 — 661,214 D $0.42 · — to 2031-01-10 661,214 Class A Common Stock (F1) The Reporting Person acquired these securities on July 16, 2021 as consideration and in exchange for the Reporting Person's holdings in Evolv Technologies, Inc. ("Old Evolv") pursuant to an Agreement and Plan of Merger dated March 5, 2021, by and among Old Evolv, NewHold Investments Corp. (the predecessor to Issuer) and NHIC Sub Inc., as amended by that certain First Amendment to Agreement and Plan of Merger dated June 5, 2021 (as so amended, the "Merger Agreement"). (F4) The option vests and becomes exercisable as to 25% on January 1, 2022 and will vest in 36 equal monthly installments thereafter.